Proxy Solicitation & Information Statement • Dec 24, 2024
Proxy Solicitation & Information Statement
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PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY'S BYLAWS as amended pursuant to the Law no. 21 of 5 March 2024, containing measures to support the competitiveness of capital and delegation to the Government for the organic reform of provisions concerning capital markets contained in the consolidated text of Legislative Decree no. 58 of 24 February 1998, and provisions concerning capital companies contained in the Civil Code applicable also to issuers
MONTE TITOLI S.p.A., with registered office in Milan, Piazza degli Affari No. 6, Tax Code No. 03638780159, belonging to the Euronext Group, Group VAT No. 10977060960 (hereinafter "Monte Titoli"), acting in the capacity of "Designated Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and the Company Bylaws, amended, pursuant to art. 135-undecies.1 TUF following the entry into force of the Law n. 21 of 5 March 2024, of ALKEMY S.p.A. (hereinafter the "Company" or "Alkemy"), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Extraordinary General Meeting of to be held to the firm of the Notary Chiara Clerici in Milan, at via Mario Pagano n. 65, on 23 January 2025, at 10:30 p.m. first call, as set forth in the notice of the shareholders' meeting published on the Company's website at www.alkemy.com in the section "Corporate Governance, Shareholders' Meeting" on 24 December 2024 , and, in abridged form, in the Italian daily newspaper Italia Oggi.
Declaration of the Designated Representative: Monte Titoli declares that it has no personal interest in the proposed resolutions being voted upon. However, taking into account the existing contractual relationships between Monte Titoli and the Company relating, in particular, to technical assistance at the meeting and ancillary services, in order to avoid any subsequent disputes related to the supposed presence of circumstances suitable for determining the existence of a conflict of interest referred to in article 135-decies, paragraph 2, lett. f), of the TUF, Monte Titoli expressly declares that, should circumstances which are unknown at the time of issue of the proxy arise, which cannot be communicated to the delegating party, or in the event of modification or integration of the proposals presented to the Shareholders' Meeting, it does not intend to express a vote different from that indicated in the instructions.
Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.
Complete with the information requested at the bottom of the form
| I, the undersigned (party signing the proxy) | (Name and Surname) (*) |
|
|---|---|---|
| Born in (*) | On (*) | Tax identification code or other identification if foreign (*) |
| Resident in (*) | Address (*) | |
| Phone No. (**) |
Email (**) | |
| Valid ID document (type) (*) (to be enclosed as a copy) |
Issued by (*) | No. (*) |
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
| £ legal representative or subject with subject with power of sub-delegation (copy of the documentation of the powers of representation to be enclosed) £ pledge £ bearer £ usufructuary £ custodian £ manager £ other (specify) ……………………………………………………………………………………………… Name Surname / Denomination () (complete only if Tax identification code or other identification if foreign () the shareholder is Born in () On () different from the proxy signatory) Registered office / Resident in (*) |
shareholder with the right to vote | OR IF DIFFERENT FROM THE | SHARE HOLDER |
|||||
|---|---|---|---|---|---|---|---|---|
| Related to | ||||||||
| Registrated in the securities account (1) n. ___ at the custodian _ ABI _ CAB __ |
||||||||
| No. (*) __ ordinary shares ISIN IT0005314635 referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) Supplied by the intermediary: ______ |
(2) No. _________ | |||||||
| Registrated in the securities account (1) n. ___ at the custodian _ ABI _ CAB __ n. (*) __ multiple vote shares ISIN IT0005394330 referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) No. _______ |
DELEGATES MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES
Supplied by the intermediary: _________________________________
AUTHORIZES Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.
(Place and Date) * (
Signature)
*
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PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
intended for the Designated Representative only - Tick the relevant boxes
(indicate the holder of the right to vote only if different name and surname / denomination) __________________________________________________________________________________________________________
Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Extraordinary General Meeting of Alkemy S.p.A. to be held to the firm of the Notary Chiara Clerici in Milan, at via Mario Pagano n. 65, on 23 January 2025, at 10:30 a.m., on first call
Please note that Shareholders can make additions to the Agenda and new proposals within the legal deadlines: Shareholders are invited to check updates of this form on the Issuer's website, in accordance with the provided resolutions.
1. Proposal to increase the share capital, free of charge, in divisible form and also in multiple tranches, pursuant to Article 2349 of the Italian Civil Code, for a maximum nominal amount of EUR 10,783.40, through the issuance of a maximum of 107,834 new ordinary shares of the Company, without indication of nominal value and having the same characteristics as the outstanding shares and regular dividend rights, to be assigned free of charge to the employees of the Alkemy Group who are beneficiaries of the incentive plan named "Long Term Incentive Plan 2024-2026" approved by the Shareholders' Meeting on April 27, 2023, through the use of a corresponding amount from retained earnings reserves. Amendment of Article 5 of the Company's Bylaws. Consequential and related resolutions.
| SECTION A Vote for the proposal of the Board of Tick only one box: Directors |
In Favour | Against | Abstain |
|---|---|---|---|
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
* confirms the instructions | * revokes the instructions | Modify the instructions: In favour ______ Against * Abstain |
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(Place and Date) * (
Signature)
*
INSTRUCTIONS FOR THE FILLING AND SUBMISSION
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
______________________________________________________________________________________________________________________________________________________________________________________
by one or other of the following two methods:
N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address [email protected] or by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1).
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
Monte Titoli's privacy policy is available at the link: Corporate Data and Legal Info | euronext.com
Pursuant to Regulation EU 2016/679 (hereinafter "GDPR") and current national legislation on data protection (hereinafter, together with GDPR, "Privacy Legislation"), Alkemy S.p.A. with registered office in Milan, Via San Gregorio 34 (hereinafter the "Company" or "the Controller") as data controller, is required to an information notice on the use of personal data.
All personal data are processed, in compliance with legal provisions and privacy obligations, for activities strictly connected and necessary for the following purposes: (i) purposes that are strictly connected and functional to the attendance and the representation at the Shareholders' Meeting and the expression of the vote, the recording and updating of the shareholders' register; (ii) purposes connected with law obligations, regulations, European laws, and instructions from competent Authorities or Supervisory and control or bodies. The provision of personal data for such purposes is mandatory. Failure to provide your data will make it impossible for the Company to allow the delegate to participate in the Shareholders' Meeting.
Legal ground is compliance with laws.
The processing of your personal data will take place in compliance with the provisions of the Privacy Law, by means of paper, computer or telematic tools, with logic strictly related to the purposes indicated and, in any case, with methods suitable to guarantee security and confidentiality in accordance with the Privacy Law.
In relation to the purposes described above, the Company processes Your personal data (such as i.e. name, surname, address, telephone number, email address, date of birth, identity card, fiscal code, nationality).
In order to achieve the purposes listed under letter a), Your personal data will be communicated to the Company employees acting as autorhized encharged of processing. Moreover, your data may be communicated to: a) other Group companies and to subjects that provide support services for the execution of the contract; b) other subjects, in fulfilment of an obligation of law, regulation or Community legislation, or on the basis of provisions given by Authorities legitimated to do so by law or by supervisory and control bodies. A full and updated list of Group Companies and/or third parties that might receive Your personal data is available at Controller's registered office. Your personal data might be transmitted outside the European Union only in presence of adequate safeguards under Privacy Regulation.Personal data processed by the Company are not subject to dissemination.
In accordance with the principles of proportionality and necessity, personal data will be stored in a form that allows the data subject identification for a period of time not exceeding the achievement of the purposes for which they where processed.
Pursuant to art. 7 of the Privacy Code and art. 15 and ss. of the GDPR, you have the right to obtain: 1. confirmation of the existence or not of personal data concerning you, even if not yet registered, and their communication in an intelligible form; 2. a copy of your personal data; 3. the rectification of your personal data that may be inaccurate; 4. the cancellation of your personal data; 5. the limitation of the processing of your personal data; 6. in a structured format, commonly used and readable by an automatic device, the personal data that you have provided us or that you have created yourself - excluding the judgments created by the Data Controller and / or by the persons in charge pursuant to art. 4 of the Privacy Code / by the persons authorized to process the data in the name and on behalf of the Data Controller pursuant to art. 4 of the GDPR - and to transmit them, directly or through the Data Controller, to another data controller; 7. the indication: a) of the origin of the personal data; b) the categories of personal data processed; c) the purposes and methods of the processing; d) of the logic applied in case of treatment carried out with the aid of electronic instruments; e) the identity of the owner and any managers; f) the retention period of your personal data or the criteria useful for determining this period; g) of the subjects or categories of subjects to whom the personal data may be communicated or who can learn about them as appointed representative in the territory of the State, managers or agents pursuant to art. 4 of the Privacy Code / persons authorized to process data in the name and on behalf of the Data Controller pursuant to art. 4 of the GDPR; h) updating, rectification or, when interested, integration of data; i) the transformation into anonymous form or the blocking of data processed in violation of the law, including those that do not need to be kept for the purposes for which the data were collected or subsequently processed; j) the attestation that the operations referred to in letters a) and b) have been brought to the attention, also as regards their content, of those to whom the data have been communicated or disseminated, except in the case in which this fulfillment is proves impossible or involves the use of means that are manifestly disproportionate to the protected right. You also have the right to object, in whole or in part for legitimate reasons, to the processing of your personal data, even if pertinent to the purpose of the collection. To exercise the aforementioned rights, you can send a communication to the e-mail address [email protected] indicating in the subject "Privacy - exercise of rights pursuant to Article 7 of Legislative Decree 196/2003 and pursuant to Articles 15 et seq. of the GDPR ". Finally, we inform you that if you believe that your rights have been violated by the Data Controller and / or a third party, you have the right to lodge a complaint with the Guarantor for the Protection of Personal Data and / or other competent supervisory authority in strength of the GDPR.
The data controller is Alkemy S.p.A. with Headquarters at Via San Gregorio 34, Milan. Alkemy has designated the Group's Data Protection Officer as the Data Protection Officer. The Data Protection Officer may be contacted at the following address: [email protected]

ALKEMY S.p.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
The liability action against the directors is started upon resolution of the meeting also when the company is in liquidation.
[…] 4. Companies with listed shares may appoint the representative required by Article 135-undecies of Legislative Decree No. 58 of February 24, 1998, even if the Bylaws provide otherwise. The same companies may also provide in the notice of call that attendance at the shareholders' meeting shall take place exclusively through the Designated representative designated pursuant to article 135-undecies of legislative decree no. 58 of 24 February 1998; the aforementioned Designated representative may also be granted proxies or sub- proxies pursuant to article 135-novies of legislative decree no. 58 of 24 February 1998, as an exception to article 135 undecies, paragraph 4, of the same decree.
Paragraph 4 also applies to companies admitted to trading on a multilateral trading facility.
The provisions of this Article shall apply to assemblies held by 31 December 2024.
After article 135-undecies of the consolidated text referred to in legislative decree 24 February 1998, n. 58, the following is inserted: «Art. 135-undecies.1 (Intervention at the meeting through the designated representative). - 1. The company bylaws may provide that participation in the shareholders meeting and the exercise of voting rights take place exclusively through the representative designated by the company pursuant to article 135-undecies. The designated representative may also be granted proxies or sub-proxies pursuant to article 135-novies, in derogation of article 135-undecies, paragraph 4.
The presentation of proposed resolutions at the meeting is not permitted. Without prejudice to the provisions of article 126-bis, paragraph 1, first sentence, those who have the right to vote may individually present resolution proposals on the items on the agenda or proposals whose presentation is otherwise permitted by law within the fifteenth day prior to the date of the first or only meeting call. The proposed resolutions are made available to the public on the company's website within two days following the expiry of the deadline. Legitimation for the individual submission of proposed resolutions is subject to the company's receipt of the communication required by article 83-sexies.
The right to ask questions referred to in article 127-ter is exercised only before the meeting. The company provides answers to the questions received at least three days before the shareholders meeting. 6.[…]
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